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GNC.P Gainey Capital Corp

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Share Name Share Symbol Market Type
Gainey Capital Corp TSXV:GNC.P TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Gainey Completes Qualifying Transaction

30/09/2013 2:00pm

Marketwired Canada


Gainey Capital Corp. (TSX VENTURE:GNC.P) ("Gainey" or the "Company") is pleased
to announce that it has completed the acquisition from Golden Anvil, S.A. de
C.V. ("Golden Anvil") of certain assets (the "Assets") comprising of certain
mineral concessions, a concentration plant located in Huajicori, Nayarit, and
other associated assets and equipment (the "Acquisition") which served as
Gainey's qualifying transaction ("QT") pursuant to the policies of the TSX
Venture Exchange.


In completing the Acquisition, the Company has paid aggregate consideration as
follows:




a.  issued 12,000,000 common shares in the capital of the Company to Golden
    Anvil nominees ("Consideration Shares"); and

b.  issued a special warrant of the Company (the "Special Warrant") to
    Golden Anvil. The Special Warrant is convertible, for no additional
    consideration, from time to time, into that number of common shares of
    the Company equal to the number of ounces of gold or gold equivalent,
    categorized as "measured and indicated mineral resources" (as such terms
    are defined by the Canadian Institute of Mining, Metallurgy and
    Petroleum), upon receipt by the Company and/or Golden Anvil of a
    technical report prepared in accordance with National Instrument 43-101
    Standards of Disclosure for Mineral Projects ("NI 43-101")by an
    independent qualified person (as defined in NI 43-101) in relation to
    the El Colomo Concessions on or before September 27, 2019, subject to an
    aggregate maximum of 3,000,000 common shares.



The Consideration Shares and Special Warrant issued are subject to surplus
escrow agreements. The Consideration Shares will be released as follows:




--  5% of the Consideration Shares will be released from escrow on the date
    of the Final Exchange Bulletin;

--  5% of the Consideration Shares will be released from escrow on the date
    which is 6 months following the Final Exchange Bulletin;

--  10% of the Consideration Shares will be released from escrow on the date
    which is 12 months following the Final Exchange Bulletin;

--  10% of the Consideration Shares will be released from escrow on the date
    which is 18 months following the Final Exchange Bulletin;

--  15% of the Consideration Shares will be released from escrow on the date
    which is 24 months following the Final Exchange Bulletin;

--  15% of the Consideration Shares will be released from escrow on the date
    which is 30 months following the Final Exchange Bulletin; and

--  40% of the Consideration Shares will be released from escrow on the date
    which is 36 months following the Final Exchange Bulletin.



Any shares issued on the conversion of the Special Warrant are subject to the
same release schedule.


In addition, the Consideration Shares and the 2,000,000 common shares held by
Skaha One Holdings Ltd. (collectively, the "Voluntary Pooled Securities") of
which David Coburn, President and CEO of the Company is the principal, will be
subject to a Voluntary Pooling Agreement. The Voluntary Pooling Agreement
provides that none of the Voluntary Pooled Securities may be traded for a period
of one year from the date of the Final Exchange Bulletin expected to be October
2, 2013.


All the securities issued have been issued pursuant to exemptions to the
prospectus requirements under applicable Canadian securities laws and are
subject to a four month hold period.


In connection with the transaction, at closing, the Company agreed to pay
approximately $225,000 in taxes, duties and costs on Golden Anvil's behalf (the
"Loan"). The Loan is secured by 800,000 Consideration Shares and personally
guaranteed by Marco Antonio Rincon-Valdes and Francisco Rolando Rincon-Romo.
Golden Anvil agreed to repay fifty percent of the Loan on or before September
27, 2014 and the remaining fifty percent on or before March 27, 2015. If payment
is not made, the Company may take action pursuant to the personal guarantees and
if necessary, the Company may realize on the pledged shares. 


The Company issued 665,000 common shares to Avonlea Ventures Inc., an arm's
length party, as a finder's fee with respect to the QT. Based on the finder's
fee agreement with Avonlea Ventures Inc., these shares are subject to resale
restrictions such that 10% of the shares are free of voluntary resale
restrictions on the date of the Final Exchange Bulletin and an additional 15% of
the shares are free of voluntary resale restrictions each six month period
thereafter.


In conjunction with the QT completion, two transfers within escrow of a total of
2,000,000 common shares of non-Principals of Gainey, which are held in escrow
under the CPC Escrow Agreement, were completed. The 2,000,000 common shares
transferred will continue to be held in escrow pursuant to the CPC Escrow
Agreement.


On September 3, 2013, the Company received cash proceeds of $34,800 from
Wolverton Securities Ltd., its Sponsor, from the exercise of warrants. The
exercise price of these warrants was $0.10 per common share.


At the closing of the transaction, the board of directors of the Company
consists of David Coburn, Edward Farrauto, Barry Lee and Marco Antonio
Rincon-Valdes. David Coburn will remain as Chief Executive Officer and Kristian
Dagsaan will remain as Chief Financial Officer and corporate secretary of the
Company. Marco Antonio Rincon-Valdes was appointed as a director in connection
with the QT.


Upon the resumption of trading of the common shares of Gainey and subject to
regulatory approval, the Company has agreed to issue to Marco Antonio
Rincon-Valdes 658,000 stock options exercisable at a price of $0.50 per common
share for a period of five years. 


Additional information on the Company's QT is found in its Filing Statement
dated August 1, 2013 as filed on SEDAR.


The common shares of Gainey are expected to commence trading on Tier 2 of the
Exchange with the symbol GNC on October 3, 2013.


During the closing process, the Company was made aware of a dissenting position
of a certain Golden Anvil minority shareholder, who has protested his respective
Gainey common share allocation from the Acquisition. As at the date of this news
release, the Company is not aware of any formal claim or threat of a formal
claim being brought by this shareholder. 


ON BEHALF OF THE BOARD

David Coburn, Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) has reviewed or
accepts responsibility for the adequacy or accuracy of this Release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
David Coburn
Chief Executive Officer of Gainey Capital Corp
(604) 687-3992

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